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Secretarial Compliances

About This Plan

The Companies Act, 2013 requires every company and its authorized officers to ensure orderly management and reporting of certain secretarial documents, registers, annual compliance(s), and file intimation on the occurrence of notified events.

 

For your understanding we have mentioned below a brief of such requirements:

 

  1. Maintenance of records and registers:

Every company is required to maintain specified records and registers to ensure compliance and promote transparency.  As per the act, these records must be kept at the registered office of the company and be made accessible to any stakeholder who may request access.

 

Different types of records and registers that are required to be maintained as per the Companies Act, 2013:

 

  1. Register of Members,
  2. Register of Directors,
  3. Register of Contracts,
  4. Register of Charges, etc.
  5. Minutes of meetings of the board of directors, members, shareholders.

 

  1. Annual Fillings

At the end of each financial year, every Indian company is required to file its annual financial statements and summary of accounts with the Registrar of Companies along with a return having details about the various activities undertaken during the respective financial year.


Several other forms and documents are also required to be filed by the company along with this annual return. These forms are required to be certified by a practicing Chartered Accountant or a practicing Company Secretary.

 

Other annual compliances include circulation of financial statements & other relevant documents, convening the annual general meeting (AGM), appointing statutory auditors, filing annual electronic forms including XBRL filing of financial statements, annual returns, etc.

 

  1. Informing ROC on the occurrence of specified events:

Below are a few notified events, the occurrence of which needs to be intimated to the Registrar of Companies by filing specified forms:

 

  1. Appointment of the statutory auditor
  2. Change in the statutory auditor
  3. Appointment of Managing Director/ Whole Time Director
  4. Appointment/Resignation of directors
  5. Change in the bank signatories
  6. Alteration of the main object of the company
  7. Amendment of Memorandum of Association & Articles of Association
  8. Change in the registered office of the company, etc.
  9. Increase in Authorized Share Capital.
  10. Share allotment, Share transfer, issue, and exchange of Share warrants.
  11. Employees Stock Options - its administration and implementation
  12. Buy-back of Securities
  13. Change in Contribution in case of LLP
  14. Registration of Charge
  15. Reviving Active Companies that have been “Struck-off”
  16. Filings under Condonation of Delay Scheme (CODS)
  17. Corporate Social Responsibility (CSR) - Conceptualization & Consultation
  18. CSR Management
  19. Regulatory Approvals & Compliances- DIPP, STPI, SEZ, RBI, SEBI, IRDAI, DGS&D, TRAI, etc.
  20. Change of Name

 

Every company and its officers must ensure timely filing of statutory returns with the Registrar of Companies in strict compliance with the requirements of the Companies Act. If a company fails to comply with the requirements of the Companies Act, the company, every director, secretary /and manager of the company are liable to penalty and/or prosecution.

 

How can SSI help you with your secretarial compliances?

 

SSI has a qualified team of experienced lawyers, qualified company secretaries, and well-trained finance professionals who have the immensely practical, technical knowledge and required expertise who assist all our clients to ensure effective compliance management and deal with issues in corporate legal, secretarial compliance and maintain proper Corporate Governance.

How It's Done

  • Once you choose the secretarial compliance package offered by SSI, our compliance management team gets in touch with you to understand the expanse of your routine working, and then they draft a compliance management strategy that involves KRA to be fulfilled by your staff and KRA to be fulfilled by SSI.

 

  • Once a clear line of action is drawn a timetable for recurring events is sent to your registered email and our professionals get in touch with you to take all the necessary information from time to time in order to effectively file the required documents, forms with the MCA and make sure that your compliance requirements are duly met, at all times.

Information Guide

What is a secretarial audit?

 

A secretarial Audit is an independent, objective assurance intended to add value and improve an organization’s operations. It helps to accomplish the organization’s objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. Secretarial Audit has not been made mandatory for private companies and small public companies. These companies may adopt secretarial audit practices for ensuring compliance and avoiding the risks associated with non-compliance.

 

Which companies are required to undergo a Secretarial Audit?

 

As per section 204(1) of Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following companies are required to obtain Secretarial Audit Report:

 

  • Every listed company
  • Every public company having a paid-up share capital of fifty crore rupees or more; or
  • Every public company having a turnover of two hundred fifty crore rupees or more

 

What are the benefits of Secretarial Audits?

 

Secretarial Audit facilitates monitoring compliances with the requirements of the law through a formal compliance management program which can produce positive results to the stakeholders of a company:

 

a)Promoters Secretarial Audit assures the promoters of a company that those in charge of its management are conducting its affairs by the requirements of laws and the owners’ stake is not being exposed to unintended risk.

 

b)Non-executive/Independent directors Secretarial Audit provides comfort to the Non-executive/Independent Directors that appropriate mechanisms and processes are in place to ensure compliance with laws applicable to the company, thus mitigating any risk from a regulatory or governance perspective.

 

c)Government authorities/regulators It also facilitates reducing the burden of the regulators in ensuring compliances and they can take timely actions against the offenders.

 

d)Investors Secretarial Audit helps the investors in making an informed investment decision, as it evaluates the company in terms of compliance and governance norms being followed by the company.

 

e)Other Stakeholders It is an effective due diligence exercise for prospective investors or joint venture partners. Further Financial Institutions, Banks, Creditors, and Consumers can measure the law-abiding nature of company management.

 

f)Benefits to the company itself:

 

  • Companies that go the extra mile with their compliance programs lay the foundation for good governance.
  • Companies with an effective compliance management program have a lesser chance of receiving penalties, both monetary and by way of imprisonment.
  • Companies that imbibe business and personal ethics and an effective compliance management program within their work culture often enjoy employee and customer loyalty and public respect for their brand, which can translate into better market capitalization and shareholder returns.
  • Recognition for the company as a good corporate citizen. The Secretarial Audit provides an in-built mechanism for enhancing corporate compliance generally and helps restore the confidence of investors in the capital market through greater transparency in corporate functioning.

FAQs

Can a director attend board meetings via video conferencing?
A director has to attend at least one meeting physically in a year, other than that all other meetings can be attended via video conferencing.
When is a company statutorily required to appoint a full-time secretary?
If a company has equal to 5 crores or more capital, they have to appoint a full-time company secretary.
What is the statutory time limit for conducting Annual General Meeting in a company?
Within 9 months from the closure of first financial year and within 6 months for subsequent years.
How many board meetings are required to be conducted in a company as per the Companies Act?
There should not be a gap of more than 120 days between two meetings, hence minimum 4 meetings are required in a year
Price ₹3,500.00

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